X-Vengers Assemble
by Maralexa
Summary: When two masterminds team up to start a war on humanity, the X-Men and Avengers must team up to put a stop to it. Though there is much conflict from within, the team must work together to save the world...again. Post-X3 and post-Avengers, but preceding the events in Iron Man 3.
1. Prologue

**Prologue**

**Oh my, it has been a while, hasn't it? Well, guess what? I just joined a new fandom! X-Men, baby! :D I looked through some of the X-Men/Avengers crossovers, and though I haven't had time to read any, I couldn't help but notice that there were no crossovers that had Loki and Magneto as main characters, so I decided to be unique and be the first to make one. Plus, hey, it's a crossover between two of the most epic fandoms, like, ever. So why SHOULDN'T I write it? ****Anyway, this is post-Avengers and post-X3, but before the events of Iron Man 3. I didn't want to spoil it for those of you that haven't seen it. Plus, it didn't really fit with the story idea.**

**For those of you that know me, I say hello and welcome back to my Fanfiction universe! For those that don't know me, I'm Maralexa, and I've done a bunch of fics here and there about Star Wars and the Avengers (some one-shots and some that actually went somewhere). So, I'm not new to this rodeo. I know how it works:**

**I write a story, my lovely readers review. It's as simple as that. So read and review, my lovely readers! I always respond to reviews in my next chapter, so keep them coming!**

* * *

Bruce Banner sat quietly in a small house where no one would follow him. He wanted to enjoy some peace and quiet before Thor decided to assemble the Avengers to witness the ascension into Asgard. Finally, Thor will bring his brother, Loki, to face Asgardian justice, and finally, the Tesseract will be far away from the Earth.

Bruce picked up his cup of coffee and studied it. He could be with the Avengers right now if he wanted. But the time for assembling and fighting was over for the time being, so Bruce knew that he had to come to terms with separation. The best way to separate from his friends would be to get used to being alone for a while. Plus, he kind of liked being alone, and missed it immensely. There wasn't exactly his definition of privacy on the Helicarrier.

When all is said and done, he would probably slip into a quiet life of medicine and science. He didn't need to fight, and he certainly didn't need the other guy to come out again anytime soon. The last thing he needed was more destruction and stress.

Stress. He didn't realize that stress itself just walked through his front door.

"Hello, Bruce," a calm voice said.

Bruce jumped to his feet and whirled around to face the intruder. "Who are you? What are you doing here?"

"Calm yourself. I do not want a mess here today." The man stepped into the light so that Bruce could get a better view of him. He was about average in height and didn't seem terribly threatening. He was clearly older than Bruce, but he didn't look weak or frail in the slightest. There was an air of confidence about him that made Bruce wary. Perhaps it was the gray suit and hat, or perhaps it was the penetrating stare. Whatever it was, Bruce didn't like it.

"I'll ask you again; who are you?"

"All in good time, my friend," the man said patiently. "Please, sit down. I do not want any trouble."

"Then why are you here?"

The man smiled. "So impatient. You're antsier in person. I suppose we ought to cut to the chase, then."

"Uh, yeah, I'd like that," Bruce said, not entirely sure if he would.

The man lifted his chin. "I won't sugarcoat it, Dr. Banner. You and I have something in common." He paused a moment to let Bruce speculate before continuing. "Mutation."

"What are you talking about?" Bruce did not like the direction this conversation was going in.

"Whether you like it or not, you are part of a large percentage of this world's population. You have a gift. A gift that I once possessed: mutation." He paused again to let this sink in. Bruce was utterly speechless. "My name is Erik Lehnsherr, but in the mutant world, I called myself Magneto."

"I've heard of you." Bruce's curiosity was conflicting with his rational mind. "Is it true that you could manipulate metal?"

"I could do that and more. I was a powerful mutant with great abilities." Suddenly, Erik looked very bitter. "That was all in the past. I'm mostly human now."

"Mostly?" Bruce asked cautiously.

"Yes, mostly. Sometimes, if I focus hard enough, and if the timing is right, I can access a weak link to my old powers. I can move something small, but only about half an inch. And then it's gone again." Erik's misery was apparent on his face.

"So what did you come to me for?" Bruce asked, his voice guarded but gentle.

Erik gazed at Bruce for a few moments before replying. "Some people see you as a monster that cannot be controlled. Others see you as a weapon or a liability. I see you as a brilliant man with the gift of intelligence, science, and great strength. I see you as someone that can help me."

"Help you do what?" Bruce asked.

"Restore my power."

"What?" Bruce wasn't entirely sure of what he was hearing. Was Erik actually asking _him_ to do this? "You _want_ me to mutate your genes?"

"I know that you have the capability to restore me to my former glory, Bruce."

Bruce wasn't entirely comfortable with this. "What's in it for me?"

Erik smiled.

* * *

"I'm sorry, Erik. I can't make something that will restore the mutation forever. I don't have the resources." Bruce held up a small needle. "I had just enough to make a temporary solution for you. That's the best I can do."

"How long will it last?" Erik asked.

"I'm not sure. I don't even know if it will work. Don't be disappointed if it doesn't."

Erik took the needle from Bruce and studied it. "I'm sure it will do. Are you aware of anyone that has the resources to make this work permanently?"

Bruce shrugged. "Probably someone with magic. I learned very recently that magic is real, even if we don't understand it."

"Magic? Where did you hear of this magic?" Erik tried not to sound too desperate for information, but he might just have hit the gold mine here.

"There are people from other worlds that know how to use magic. Some use it for good and others for evil."

Erik thought back to the news stories of the man from another dimension controlling humans to do his bidding. _What was his name?_ Erik had to find out, because perhaps the same magical energy could be used to make him a mutant once more. "You refer to the one that started the war."

Bruce nodded. "Yes. Thor is taking Loki back to Asgard for punishment. I'll be meeting with the Avengers tomorrow to watch the Asgardians leave. We'll say our goodbyes, and then Loki will be dealt with."

Erik smiled pleasantly. "Well, it's a shame that Loki abused his power." He stood up, still holding the needle, and turned to go. "Thank you for everything, Dr. Banner. I must go now, but perhaps we will meet again."

"Uh, yeah. Maybe. Good luck with…whatever you're doing."

Erik nodded. "Same to you." With that, he turned around and walked away with no intention of ever seeing Bruce again.

* * *

**Disclaimer: I do not own Bruce Banner, Magneto, or any other characters from the Marvel universe that were mentioned in this fic so far.**

**AN: You know, Prologues are always hardest to do because they have to set the stage for the real plot. I hope I left enough of an interest factor to keep you guys reading. If not, then let me know in your reviews! I know that I put Loki as one of the main characters. He's coming, don't worry. In the next chapter, in fact. ;)**


	2. Chapter 1: Illusions

**Chapter 1: Illusions**

**Thank you to those who have already reviewed, favorited, and alerted this fic! You all are awesome! Here is the next update. Hope you enjoy! And, as promised, my responses to your amazing reviews:**

**Hawkslayer: Thanks! Don't worry, he's coming. ;)**

**Avengerscrazygal: Very awesome review, and I approve of your name! As far as Magneto goes, he has a huge role as the bad guy here, and I haven't decided yet what his final fate will be, but I see where you're coming from. As far as Mystique goes, I think you'll be pleased with this chapter, and Scott happens to be my favorite character in the series, so it pained me to see him die. So, without revealing future plot details…keep your Scott idea in mind.**

* * *

Thor stepped into place, gripping his brother's arm in one hand and a case holding the Tesseract in the other. He glanced wordlessly around at his friends. He had already said his goodbyes, so there were no words needed during this occasion. He passed the case to Loki so that his brother could take the other side, allowing the two of them to transport back to Asgard. Loki took it without comment, considering his words were locked away by the device over his mouth.

The Avengers watched silently as the two brothers ascended into the sky in a flash of blue light. They were gone.

* * *

"Come along, now." Thor had no patience for Loki anymore. The destruction that his brother caused on Midgard was inexcusable. There was no room for repairing their relationship, though he wished deep down that there could be even a small glimmer of hope. _No_. Thor pushed these thoughts aside quickly. He and Loki would never be the same after this. Despite this firm state of mind, Thor made a small mental note to visit Loki often in the cell, because surely the trickster's bitterness would grow.

Loki followed compliantly as Thor pulled him along, and the thunder god couldn't help but wonder why. Before he could voice this, the Warriors Three and Sif joined them.

"Thor, you're all right!" Volstagg shouted breathlessly.

"Heimdall kept us well-informed," Fandral explained.

"My friends, it is good to see you." Thor's smile was half-hearted because he had other things on his mind. "I must bring Loki to a holding cell until my father is ready to deal with him. Would you like to accompany me?"

"There is dinner awaiting you, Thor," Volstagg said, his mind once again on food. "We are all anxious to dine with you again."

"I won't be long, then," Thor said. "Wait for me there. I will join you shortly."

Once his friends were gone, Thor took Loki to the dungeons. "Perhaps this will give you some time to reflect. I certainly hope that my father does not kill you, but I cannot say for sure."

Loki, of course, stayed silent.

* * *

Thor went to visit Loki every afternoon. Loki didn't really care one way or the other. In fact, even though the mouthpiece had been removed, he simply stared at Thor with those intelligent green eyes, as if mocking him. Thor wished he could read his mind.

On the fifth day of Loki's imprisonment, Thor decided that if he didn't get a word out of him this time, he would give up. "Brother, I tire of your silence," he began as he stepped in. "I grow impatient with your attempts to shut me out, and…" Thor broke off as soon as he saw who was in the cell. "You are not Loki."

Sitting in the cage, instead of the trickster god, was a young mortal woman with smooth, fair skin and black hair that came just above her shoulders. She was notably wearing Loki's Asgardian clothing, which clearly did not fit her. Her eyes were wide and scared.

"This—this wasn't supposed to happen!" Her voice was high and panicky.

"What wasn't supposed to happen?" Thor rushed to the glass and pressed his hands against it. "Where is Loki?"

Tears formed in the woman's eyes and she grew very flustered as she stammered, "I d-don't know! P-please d-don't kill m-me!"

"I will not kill you." Thor's voice went from accusing to gentle. "You must tell me what you know. How did you end up here?"

The woman wiped her eyes with her chained hands as she tried to collect herself. "My name is Raven, but in the mutant world, I was Mystique. I had the power to turn into any form I wanted. I could even turn into you if I still had my powers." She shuddered. "But then…I was cursed. By human standards, I was cured. They used their medicine on me, and now I'm human."

This made no sense to Thor. "How did you take on the form of my brother, then?"

"I wasn't finished," Raven said. Thor nodded for her to continue. "An old friend of mine found a way to temporarily restore my powers. He injected me with it and forced me to take on the form of Loki and go to prison in his place." She started shaking again. "I don't know where Loki is now, or where my friend went. My only guess is that they're together."

Thor found himself taking pity on this mortal woman. She had clearly been a pawn in this whole operation. "Worry not. I will help you." He quickly opened the cage.

"Thank you so much…" The woman stood up and allowed Thor to release her chains. Then, out of nowhere, she whipped the chains into her hand and wrapped them tightly around Thor's neck. Thor struggled to stop her, but she was too quick for him. In a matter of seconds, she took off out of the dungeons while Thor was slowed by the chains. "Where is it…?" She suddenly realized that the power she was looking for must be in the Weapons Vault that she had heard the guards talking about. _But where is the Weapons Vault?_

"Hey, who are you?" a guard demanded.

Raven kicked the guard in the face and kept running. "It's got to be around here somewhere…"

It was not long before she located it. The guards were not difficult to get past, and soon she was staring right at what she sought: Loki's scepter. "This must be it." In one swift movement, the scepter was in her hands. The only problem was how to use it. It didn't exactly have an instruction manual.

Well. This was an unfortunate turn of events.

* * *

The days that Raven spent in an Asgardian prison were not uneventful for Erik in the slightest. When she switched out for Loki, it was Erik's task to take the god with him undetected. There really was no safe place for Erik and Loki, so he found a quiet, isolated house where they could talk properly.

Up until their arrival, Loki had been unconscious. It had been very difficult to knock him out, but not impossible. As soon as they reached their destination, Erik carefully took Loki to the basement and sat him down. The trickster woke up immediately and tried to demand where he was, but the mouth restraint remained in place.

"Calm yourself," Erik said gently.

Loki glanced around frantically. The last thing he remembered was being held in a room, alone, while the Avengers went out to celebrate via Shawarma. He vaguely recalled a blue woman stepping in and smiling at him. Within seconds, he was staring at himself. The other Loki winked at him, and then there was nothing.

"Loki. That is your name, isn't it?" Erik paused. "I didn't bring you here to make you a prisoner, Loki. If I could remove your restraints, I would." He gestured to the chains and muzzle as he mentioned them. "Until I have my powers back, I cannot undo the metal that holds you."

Loki was curious and annoyed with this mortal. What did he want, and why did he take him away from Thor? Did he, Loki, not invade this man's world and try to rule all of humanity?

"I know what you're thinking. I think what you did was spectacular, yet misguided. Allow me to elaborate. See, I have been on a quest to destroy humanity for most of my life. Homo sapiens are the ones that recklessly run this world in their cruel, ignorant ways. They are the ones that think themselves superior to mutants. They are the ones that must be destroyed."

Loki was beginning to like what he was hearing, though he wasn't sure where this was going. What did this man mean by _mutants_? Was this mortal not a mortal after all?

"You seem confused. Allow me to enlighten you. I would like to help you with your ambition to rule this world, but you will need to help me first. See, thanks to those pathetic humans, I am now one of them. I was once very powerful. I had a mutation—a gift—that was a part of me. My human name is Erik Lehnsherr, but I was once Magneto, and I hope to be Magneto again."

Loki raised an eyebrow, silently asking what he was expected to do.

"I want you to restore my powers. I know that you have the capability. No, you cannot do it now, of course, but there was a reason I sent my accomplice to take your place. While we speak, she is in your world, awaiting the proper time to get your scepter and bring it back here. Once she returns with it, you will be able to use it to give me my powers back, and then I can return the favor by removing your restraints."

Loki pondered this. Clearly, this Midgardian had gone great lengths to set up this plan, and it seemed to sway to Loki's advantage. Once he had his scepter back, he could easily overthrow his rescuer, or even use him to achieve his plans. Depending on what the powers are, this man could prove continually useful. Finally, Loki nodded to indicate that he was in, though he knew in the back of his mind that the accomplice would not be able to use the scepter to get back to Midgard. Perhaps he could connect to the scepter with his mind and assist her?

Erik seemed to think the same thing. "Is there any way that you can help get her here with your scepter?"

Loki nodded, concentrating. The scepter was in the Weapons Vault, not touched by the accomplice yet. He would wait for the right time, and then he would use his mind to guide her to their location. Hopefully it would work. Hopefully.

* * *

"Welcome back, Raven." Erik smiled as the young woman appeared in the middle of the room. It had worked. "I believe we have work to do, don't we?"

* * *

**Disclaimer: I don't own Magneto, Loki, Mystique, Thor, the Warriors Three…oh, heck with it. I don't own anything or anyone mentioned in this fic. Just the plot. Marvel owns everything else. Well, technically Fox owns the X-Men, but hey, it's all under the Marvel Sombrero.**

**AN: Told ya Loki was coming. He'll be a little more…talkative…in the next chapter.**


	3. Chapter 2: Plotting

**Chapter 2: Plotting**

**Okay, so…no reviews for the last chapter. Not sure if I'll continue this story for very long if people don't give feedback. I want to make sure it's actually worth writing, because if people don't like it, why should I write it, you know?**

* * *

Erik's eyes filled with amusement and he couldn't restrain a chuckle. "Please, demonstrate again."

Raven's eyes grew wide and scared. "P-please d-don't kill m-me!"

"You have always been a fantastic actress. I am glad you chose to join me again," Erik said, meaning it.

"Remember that I'm here on one condition," Raven said.

"Of course." Erik took the scepter from his accomplice and handed it to Loki, careful to position it so that the trickster god could hold it with his hands still chained. "Are you ready, Loki?"

Loki nodded, figuring that if he could use his mind to connect to the scepter before, he could probably use it to do his bidding now. It took a bit of effort to position the scepter where he wanted, since his hands were all chained up, but he soon had it so that the tip was resting on Erik's chest. Loki was very pleased to have this power in his hands again, and soon he was focused enough to use the power to restore Erik's abilities. It was an interesting sensation for both of them, because Loki could feel his power building at the same time that Erik did. The scepter glowed blue as the power entered Erik's chest, and it soon left its mark.

"How do you feel?" Raven asked. Erik did not answer. "Erik?"

"Magneto." The changed man lifted a hand and warped the chains that bound Loki's hands, making them break off. He gazed at his hands for a moment, reveling in the fact that he had just done that. It was great to be back. "Now then, before I remove that abomination from your mouth, I want you to do the same with Raven."

Loki raised an eyebrow, not particularly liking Magneto's tone. He was Loki, after all—he does what he wants. This man is not above him, and he takes orders from no one. Loki's eyes narrowed and he pointed the scepter threateningly at Magneto.

Magneto was not intimidated in the slightest. "I don't think you want to do that. As long as that is on your mouth, I have power over you." When Loki did not move, Magneto focused on the device over Loki's mouth. Loki's eyes widened a little as he felt it tighten. "Now then, what were you going to do?"

_I do not negotiate with Midgardians,_ Loki thought angrily, but the pain was growing more intense as Magneto continued to tighten the muzzle. This man would pay for this. In one quick movement, he blasted Magneto with magical energy from the scepter, though it wasn't as powerful as usual.

Magneto stood up and brushed himself off. "Impressive, but that thing limits your magic. Until I remove it, you are almost completely at my mercy. Now restore Raven's powers."

_Not when you ask me like that,_ Loki thought, wishing he could put this man in his place.

"Enough already," Raven snapped, annoyed. "You're not going to get anywhere if you keep fighting for dominance like that. You're both grown men with great powers and big heads. Cut it out."

Both men stopped, equally embarrassed that they were behaving like children. Loki, in an incredible amount of pain from the muzzle, gently placed the tip of his scepter onto Raven's chest and did the same to her as he did to Magneto. Raven let out a long sigh as she felt her powers returning, and then in one swift movement, she transformed into her original blue form.

"Welcome back, Mystique," Magneto said, and then turned to Loki. "Thank you, my friend." He lifted his hand and casually pulled the restraint away, making it detach from Loki. "Now then, we have much to do. The three of us have powerful enemies that will more than likely try to stop us. Thor is probably already looking for Loki, and Mystique has made an enemy of herself."

"Hiding from that fool will not be difficult," Mystique said, smirking. "He has not seen me like this. I look nothing like the human he saw."

"That eliminates that problem, but we still have those that will work against us," Loki pointed out. "I am as sure as I am standing here now that Thor will go to the Avengers for help. They will alert the entire world that I am loose."

"In that case, we'll need help. The three of us alone are a formidable force, but if we bring in some pawns, we will be unstoppable," Magneto reasoned.

"An army." Loki loved the idea of having another army under his command. "But where will we find one?" He decided not to mention the embarrassment of his defeat and the fall of the Chitauri.

"It's simple, really," Magneto said. "You have the power to control anyone you want, and I happen to know of many gifted individuals that would be able to join us with or without your control."

Mystique smiled, immediately knowing what he was talking about. "Other mutants."

"Precisely."

Loki pondered this. The plan was very different than his last attempt, which involved an army of heartless, mindless, brutal creatures that killed without question. What Magneto was suggesting may involve some inner conflict within the army. What if two mutants decided they didn't like each other, or what if someone went rogue and tried to leave? There were too many variables involved in a sentient army.

When he expressed these concerns, Magneto waved them off. "I'm sure you would be able to control those that try to stray from our ideals. We will give everyone the option of joining willingly or by force, but I guarantee you that everyone we speak to will be joining our cause."

"And what is that, exactly?" Loki asked. "I don't believe we've determined this yet."

"I believe we have different ideas of what an optimum world would be like. You wish to rule humanity, but I want to eliminate them. I think I have an idea that will benefit both of us."

"Go on."

Magneto smiled. "I knew you were an intelligent one. I believe a compromise is in order. If you help me destroy every last human on this planet, then you and I can rule the mutant world that remains. When the humans are gone, mutants and those from other dimensions will be the only ones that walk the Earth. We will crush those that get in our way and destroy any rebellions that form."

Loki considered this. "If I help you destroy the humans and all of our enemies, then we will rule jointly?"

"Correct. Not only will you help me, but I will help you take down the Avengers. We will be a team." He turned to Mystique. "All three of us."

Loki liked this idea. In the event that they were successful in creating an army of mutants, taking over the world, and destroying all humans, then he could possibly kill Magneto in his sleep and rule Midgard as its true king. Though there will be no humans to rule, it wouldn't hurt to rule over a race of superior beings. "I'm in."

"Excellent." Magneto was very pleased. _Loki is a fool. He could never rule over a mutant world._ Magneto knew full well that Loki would never be a part of his perfect world. Loki was but a pawn. The fact that he could control an army was convenient and useful, but in the end, Loki was an alien, not a mutant. He would have to be destroyed just as humanity will be destroyed, and Magneto would do it himself once he is finished with the god. _Let him think that we are a team. In the end, it will just be me._ Loki seemed to believe that he is the rightful king, but in reality, who needs a king? Why not let the world be filled with free mutants? "Let's get started. Armies don't build themselves after all, and I know just where to start."

* * *

**Disclaimer: As always, I don't own anything except the idea of the fic itself.**

**AN: Ah, the classic villain team-up, consisting of both planning on destroying the other when all is said and done. Always lovely. Will they be successful? If so, which one will overthrow the other, if that is truly what it will come to? Where the heck are the Avengers and X-Men right now? Why am I asking YOU all these questions?**


	4. Chapter 3: Sound the Alarm!

**Chapter 3: Sound the Alarm!**

**Guest: Yay, thanks for reviewing! The X-Men and Avengers shall meet soon.**

**Ghost Rider of the Aragon: Thanks! I'm hoping to do some major character development with Loki and Magneto.**

**Fangurl000: Glad you like it! I love doing Fanfiction because the possibilities are endless…including the X-Men and Avengers teaming up. ;)**

* * *

Thor rushed through the halls, desperate to find the mortal woman. He ran into a guard that informed him she had gone into the Weapons Vault. Gripping Mjolnir, Thor made his way to the vault and burst through the door, ignoring the surprised exclamations from the guards. "Mortal! Come out and face me!" Thor stormed further inside and scanned the room, trying to locate the mortal that was responsible for this madness. It was then that he saw it. Or didn't see it, to be more accurate.

Loki's scepter was gone.

* * *

Logan glanced at the time, then around the room filled with antsy students. "All right, get outta here," he said, dismissing them.

The students all got up, gathered their things, and left, chattering amongst themselves. Some smiled at Logan and thanked him, and others just waved goodbye. Logan waved back, then stepped up to the window and gazed out at the beautiful landscape around Xavier's School for Gifted Youngsters. Everything was quiet, as usual, but something felt off about today. He had a strange sense of foreboding ever since he had woken up that morning, but he couldn't pinpoint what was out of the ordinary. He'd been so distracted that teaching was almost impossible. He knew it was unfair to the class, but he just couldn't focus today.

"Everything okay?" Storm asked, putting a hand on his shoulder.

"Yeah, of course," Logan replied, turning to look at her with what he hoped was a reassuring smile.

Storm raised an eyebrow. "Really, what's bothering you?"

"I don't know," he answered honestly.

"You've got to know something," Storm pressed.

"Don't worry about it. Something just feels…off. Maybe I need some time to think." Logan hated these gut feelings, because he was almost never wrong, and he preferred absolutes. If there was an obvious problem, he could fix it. If he had to slice n' dice an enemy, no problem. But these vague feelings of foreshadowing really bothered him.

"Okay, but don't take too long. You still have classes to teach." Storm was usually not a sympathetic type, and this situation was no different.

"Right." Logan turned away and retreated to his room. Maybe the calm, peaceful days at the school were getting to his head. He was so used to action that maybe he just couldn't accept that things were actually perfectly fine at the time. "I'm losing it," he mumbled.

"Doesn't surprise me," a new voice said.

Logan didn't turn around. "Hey, kid."

Rogue sat beside him. "What are you thinking about?"

Logan shrugged. "Nothing in particular." It wasn't exactly a lie.

Rogue sighed. "It's her, isn't it? You haven't been the same since…" She didn't finish.

"No, I've moved on," he lied. "This is…different." He felt that he could be more honest with Rogue than Storm because he had a different bond with her. "Something's up, and I think it could threaten everyone's safety here. I just don't know what it is."

"Well, that's not really helpful," Rogue pointed out.

"That's all I know. It might not even happen. It's just a gut feeling."

"Listening to your gut is important."

"But I don't want to be right," Logan said helplessly. "What if I sound the alarm for nothing? Or worse…What if I ignore it, and something actually does go wrong?"

Rogue stood up. "Only you can find out for sure." She smiled sadly and turned to go.

Logan called after her. "Rogue?" Rogue turned around at the sound of her name. "Thanks." She smiled and nodded before leaving to find her boyfriend. Logan figured that she wouldn't stay long, but it had been nice to have reassurance from a friend. Maybe this was all in his head, but he had to make sure. If only Xavier was here. Maybe he'd be able to get inside Logan's mind and learn more about the gut feeling. Or even Jean… "No. Don't think about her." Anything but that…but it was too late. The pain of losing Jean and Professor X was too much, and it soon washed over him again.

* * *

"The Bifrost has not been repaired yet, Thor," Heimdall said calmly. "I cannot send you to Midgard, but your father possibly can."

"Heimdall, you must tell me where Loki is. What is he doing right now? Is Midgard in danger?"

"I cannot say," the Gatekeeper replied. "He has shielded himself from my watch."

"Then I must reassemble the Avengers," Thor said determinedly. Still holding Mjolnir, Thor flew to his father's chamber and bowed low before him. "Father, I assume you know of the horrible events that have come to pass today?"

Odin nodded. "Yes, I have been alerted of Loki's disappearance and the mortal that took his place. I am deeply disturbed by this news."

"Father, please send me to Midgard. I can assemble the Avengers and find Loki. They have assisted me in my quest to take him down before, and I know they will do it again. They are strong for mortals, and as a team formidable in combat. If Loki has another scheme in store, the Avengers would be the best allies to stop him."

Odin nodded thoughtfully. "I am aware of the victory, but the task of finding the true Loki will be difficult. Heimdall cannot see him, and he is slippery and cunning. You must be careful, my son."

"I will," Thor promised. "Midgardian technology is powerful. I am sure we can locate Loki and the mortal in good time."

"Very well. I shall send you to Midgard now. If you wish to return for any reason, call Heimdall, and he will come to me. I will then bring you back." Odin gazed down at Thor, looking very weary. "You must hurry. There will soon come a time when I must retreat into the Odinsleep. I know not when, buy the time is nigh. I hope that I will not be asleep when you need me the most."

"Do not worry, Father," Thor assured him. "I will not let you down."

Odin raised Gungnir and pointed it at Thor. "I send thee to Midgard. Find Loki and bring him home as soon as possible. That is your quest."

In a flash of light, Thor was gone.

* * *

**Disclaimer: I do not own the X-Men or the Avengers or anything else in the Marvel universe.**

**AN: Sorry for waiting so long for the update! I've been distracted. Hope you guys liked it anyway, and as always, I encourage reviews! :D The time is near when the Avengers and X-Men shall assemble. I'm sure you are all looking forward to that chapter, which should pop up after the next one. Cheers!**


	5. Chapter 4: Recruitment

**Chapter 4: Recruitment**

**Here's another update! Sorry I took so long. Been sidetracked. Anyhoo, the Avengers and X-Men won't be assembling in this chapter, but the next chapter will focus on bringing the two together. Don't worry; it's all part of the plan!**

**Katrine0309: Thanks! I get really excited when I get the chance to update because this story is really fun to write!**

**Ghost Rider of the Aragon: It just might work. ;) Was this fast enough?**

**Mirage: Thanks! Don't worry, I'm a Loki fangirl too, so naturally, I'll always be on his team. Or army, technically. I'm a proud member of Loki's Fangirl Army. ;) I'm also a Grammar Nazi with my writing, and I reread it over and over again to make sure it looks right, so I'm glad you appreciate it!**

* * *

Scott knew better than to open his eyes. In this case, his power was a curse. Ever since he was reunited with the love of his life, Jean Grey, he had thought of her the entire time. He remembered hearing Logan and Storm in the distance, but he couldn't call out to them. He was too weak from the near-death experience that Jean had put him in. To this day, he still couldn't piece together what had happened. All he could do was remain among the rocks by the large body of water, waiting, hoping that someone would find him. Still nobody did, so he could only lie where he was, eyes squeezed shut, silently begging for someone to come by.

Finally, someone did.

"Scott Summers is it?" a man with a distinctly British accent inquired. "Or do you prefer Cyclops?"

"Who's there?" Scott asked, focusing on keeping his eyes shut so he doesn't obliterate his potential rescuer.

"My name is Loki, and I need your help." Scott felt someone's hand brushing his, as if offering to help him up. Scott took the hand gratefully and allowed the stranger to help him to his feet. "I believe these may come in handy." Scott felt the stranger place a small item in his hands, which felt like glasses. "Put them on and look at me."

Scott did so, and when he finally opened his eyes for the first time in a long time, he saw a man with long black hair, intense green eyes, and a strange fashion sense. In his hand was a golden scepter, and the man himself radiated bad news. While it felt good to be able to see again, Scott was slightly worried about the man that he was now possibly indebted to. Something didn't feel right about him. "You said you need my help," he said, surprised at his calm tone that contradicted the anxiety he felt.

Loki nodded, deciding to put all pleasantries aside and cut to the chase. "I am Loki of Asgard, rightful King of this realm. I wish to rule all of humanity, but sadly, I cannot do it alone."

Realization dawned on Scott as he looked more closely at Loki. "You were the one that attacked Manhattan." It wasn't a question.

Loki nodded. "The mortals that call themselves the Avengers teamed up with my brother to defeat me. But that matters not, because my forces will crush them."

"Forces?" Scott looked around, seeing no one but Loki. "You have another army?" Scott tried to play it cool. He could fry this guy right now, but why not let Loki believe that he was interested? The more information he could get from this guy, the easier his task would be of informing the X-Men—and possibly the Avengers—of any plot to take over the world.

Loki nodded again. "I intend to assemble a team of my own. A team of superior mortals that can help me purge the world of humanity."

"What? I thought you wanted to rule them."

"I do, but as part of the deal with a certain ally, it seems I have to settle for ruling a world of mutants." Loki's voice was calm, but a little exasperated, as if this deal was bothersome to him.

Scott was shocked by Loki's words, for he knew _exactly_ who the "certain ally" was. Purging the world of humanity? Ruling a world of mutants? This whole plan stank of Magneto. Though he knew immediately what was going on, Scott continued to keep a calm, collected expression. "Oh really? Your big plan is to destroy all the humans and rule the mutants? What if we don't like that?"

Loki smiled. "My forces will make them obey. If they do not, the consequence will be loss of freedom."

Scott _really_ didn't like this guy and he wanted to get out of there as quickly as he could, but maybe he could halt the plot before it even starts. _No, that's an abuse of power,_ he thought. As much as he wanted to take off the glasses and destroy Loki then and there, it was not within his morals to kill someone like that, villain or not. "Loss of freedom? How do you mean?"

"You will find out soon enough when you accompany me."

Well. _That _was straightforward. Loki was speaking as if Scott would definitely be joining him. "I think you and I both know that you're wasting your time. I want nothing to do with a plot to destroy humans, and I want nothing to do with Magneto." Scott had finally lost his cool. He didn't realize that it would cost him.

Loki's smile melted and his eyes narrowed dangerously. "Wrong answer."

* * *

"Logan! Logan, wake up!"

"Go away," Logan grumbled. He never slept much, but when he did, he hated being disturbed. Through his jumbled mind, he could vaguely distinguish the voice as Rogue's. Why would Rogue bother him at this time of night, anyway? She valued her sleep as much as anyone. When Rogue continued to shake him, he finally sat up and glanced at the time. It was 6:00 in the morning. "Whadda you want?" he mumbled in a slurred voice.

Rogue's face was inches from his, and her expression was a mix of excitement and uncertainty. "Scott is back."

This immediately got Logan's attention. "What?"

"Scott is—"

"I heard you. But…how? He's dead."

"Apparently not," Rogue said matter-of-factly. "He's downstairs with Storm."

Logan jumped out of bed immediately and rushed downstairs to see that Rogue was right. Scott was standing there talking to Storm. Logan quickly joined them. "So, you're either back from the dead or Storm and I are terrible people for not looking harder for you." Scott barely acknowledged him, and when he got a closer look, Logan noticed that Storm looked worried. "What, did I miss something?"

Storm turned. "Logan—I think the air conditioning is broken again. Can you call the repairmen?"

Logan gazed evenly at her. He knew what this meant. It was their secret code for evacuating the school immediately. He replied with the scripted response: "Which ones should I call?"

Storm maintained her cool expression. Her response would indicate what location Logan should take the students to. "I think you need the professionals. They're further away, but they'll do a better job. Tell them to assemble a team and get over here as soon as possible."

Logan nodded and left. The professionals far away…That meant he had to get the students as far away as he possibly could. Though he wondered why she was evacuating the school, he didn't question the urgency, for the code was for emergency situations only. The other part of the message stuck in his mind: Assemble a team and get over here as soon as possible. Did she mean what he thought she meant? Was she actually asking him to go…_there_?

* * *

"Scott, what are you talking about?" Storm demanded, hoping Logan was getting the students out while she distracted Scott.

"You shouldn't resist, you know," he said calmly. "I'm talking about a better world for us. A world where mutants will be free of human dominance. Don't you want that?"

Storm was getting seriously worried now. "We've _always_ wanted that, Scott, but not by destroying all the humans! You're starting to sound like Magneto."

"Is that a bad thing?"

"Yes, it is! This is against everything we've ever fought for." She took a deep breath. It didn't matter anyway—Magneto had no powers. Was he using Scott as a pawn? Without powers, he really couldn't do much to torture Scott into doing his bidding. All he had was the power of persuasion, but Scott never struck her as someone that would sway from his moral beliefs.

"Maybe we've been fighting for the wrong things all along," he said determinedly.

"You're with Magneto, aren't you? Scott, he's human now. He lost his powers. He couldn't possibly—"

"Who says I lost my powers?" a new voice asked.

Storm froze. Magneto was here, in the building. This was bad. _Logan, please hurry up…_

"Storm, you must stop resisting the truth. Cyclops has been enlightened. Allow us to enlighten you as well," Magneto said invitingly.

"No!" Storm backed away, preparing to summon some seriously bad weather if these guys advanced on her.

"What a shame," another new voice said. "So much potential, yet you choose to give up your freedom. You have the same defiant spirit that Cyclops once possessed. But we have him under control now, as you will soon be."

Scott turned, addressing the newcomer. "Loki, this is a distraction. She intends to evacuate the school."

"I know you're in there somewhere, Scott," Storm said confidently.

"How do you know?" Scott asked.

"Because you know me better than anyone in this room."

"Loki, get to the students!" Magneto ordered, realizing that they had been duped.

"You'll have to get past me," Storm said tensely.

"Not a hard task." Loki advanced on her with his scepter. He was immediately knocked away by a blast of wind. Angry, he jumped to his feet, but the wind grew stronger as Storm's eyes glowed white.

"You underestimate me."

* * *

"Keep running," Logan was saying.

"Where are we going?" a student asked.

Logan took a deep breath. "To find the Avengers."

* * *

**Disclaimer: I don't own anything that Marvel has staked a claim on. It's theirs, not mine. I hope we've established this by now, but I'll keep saying it so no one sues me. I'm a broke college student anyway, so it'd be difficult to get much out of me. But anyway…I OWN NOTHING.**

**AN: The moment we've all been waiting for is finally almost here! Did you guys like the chapter? It was a little longer than the ones before it, but hey, it's hard to fit all this action into one chapter, so I figured you wouldn't mind. ;) As always, read and review!**


	6. Chapter 5: Getting Warmed Up

**Chapter 5: Getting Warmed Up**

**This is it! The X-Men and Avengers shall finally meet! Are you excited? Well, are you? I hope you enjoy!**

**Guardian Of Winter: First off, I like your profile pic. Guardians FTW! Secondly…YOU GEEK OUT JUST LIKE ME OMG! :D I tend to get all crazy when I get into fangirl mode. You made some lovely points about Thor and Storm and how awesome the assembly will be. Thanks to you, I shall put some emphasis on the battle between Storm and Loki, because originally I wasn't going to do much with that. You is awesome thanks for reviewing!**

**Ghost Rider of the Aragon: I just might do that. ;D**

* * *

"ENOUGH!" Loki lifted his scepter and blasted magical energy at Storm. Storm, caught off guard, momentarily lost touch with her powers. "Kneel before me." Considering Storm was already in a kneeling position as she tried to get a grip, Loki's words were unnecessary. "I am a god. You cannot hope to defeat me with your pathetic little weather changes." Smirking, he rested the scepter on her chest. "You are mine now. Your power could be useful."

"Not to you." Storm pushed him away and summoned some thunder.

"No…" Loki gazed at the sky, trying to figure out if Storm was doing this alone, or if his dim-witted brother was somehow involved.

"They don't call me Storm for nothing." Using everything she had, Storm focused on bringing some lightning down on Loki. It hit its mark quite nicely; especially with the fancy magical stick in his hand.

"Don't let her get away!" Magneto shouted.

"You're next," Storm spat. "No one comes in here and messes with my students!"

Magneto chuckled. "You will never be Charles Xavier."

"You're right; I won't. I don't want to be. I am Ororo Munroe, and that's good enough for me. I think you need to cool down." With that, she brought down a blizzard upon the two maniacs and Scott. She blinked apologetically at her old friend. "Sorry, Scott." She figured she'd save him later. For now, she had to get to the others. She rushed away, hoping Logan was done, because she couldn't hold them much longer. If they were somehow controlling Scott, she didn't want to share his fate, because the very thought of them using her powers to achieve their ambition was sickening to her. Quickly, she got in a transport and took off, programming coordinates and scanning for Logan and the students. It was not long before she found them.

Logan unsheathed his claws when the transport landed. He wasn't sure if he could trust whoever was inside. "Everyone who can fight, get beside me. Everyone else, find a tree to hide behind or something." He tensed as the transport opened and a ramp lowered. "Come at me, bub," he muttered. "You want these students, you go through me."

"Relax, Logan, it's me," Storm said, stepping out. "We need to get the students inside.

"You heard the woman. Get in, quickly," Logan ordered. The students obeyed immediately, sharing feelings of gratitude that they did not have to run anymore. "What took you so long?" he asked Storm.

"Just get in," she said evenly. "I'll explain as we go."

* * *

While all the madness raged at the school, Tony Stark slept almost peacefully. He usually couldn't stay asleep for very long because the nightmares would plague his beauty sleep, but he could at least get a few hours. It just so happened that while he was finally getting said few hours, Thor decided to barge in and wake him up.

"Stark, we have a problem."

"Can we have a problem when it's a little brighter out, Thor?" Tony grumbled.

"No, it cannot wait. Loki has escaped."

This got Tony's attention. "What?! After all of us busted our butts catching the guy, you let him get loose? What the heck, Thor?"

"No, let me explain. He was not brought to Asgard in the first place. The man you saw ascend with me…was not a man at all. It was a…a…How do you Midgardians say it?"

"Decoy?" Tony suggested.

"Yes, a decoy. A woman with the power to morph into any creature tricked me into believing that she was forced to take on Loki's form and go in his stead. I soon learned this was false when she attacked me and ran for the Weapons Vault. She stole Loki's scepter and undoubtedly returned to Midgard to return it to him. Your realm is once again in danger because of my brother's actions."

"Oh, great. Now we have to go chasing after the baddie again. Wonderful. Well, I guess we'd better assemble, then. I'm feeling lazy. JARVIS, will you assemble the Avengers please? Tell them it's urgent and to come to Stark Tower immediately. I don't care how you do it. Just get them over here."

* * *

A few hours later, the (half-awake) Avengers were assembled in Tony's top floor living room. It didn't take long for Thor to brief them on the events leading to this sudden assembly.

"Let me get this straight. The trickster is on the loose with the Stick of Destiny and he now has an accomplice that can turn into anything or anyone she wants?" Clint asked grumpily.

Thor nodded. "Aye, that is all I know."

"So the Avengers assemble, swoop in and save the day, hopefully catch Loki, and then all go eat Shawarma. Just like old times, right?" Bruce concluded.

"Yep, just like old times," Tony said. "Whoopee. So we've assembled. Step one, done. Now for the fun part: swooping in and saving the day. Any ideas?"

"We need to find out where Loki is and who he's working with," Natasha said, getting down to business.

"Oh, don't worry. We know who he's working with," a new voice said.

Tony jumped to his feet. "JARVIS, why didn't you tell me we had a guest?"

"Sorry, sir. He slipped under the radar," JARVIS replied.

"Don't get smart with me." Tony turned to address the speaker, a rugged-looking guy that radiated attitude and badboyishness. If that was even a word. "Who are you, what are you doing here, and what do you know about Loki and who he's working with?"

"And here come the questions," the newcomer grumbled. "Look, we're not here for trouble."

"We? There are more of you?" Steve asked, speaking up for the first time.

The man nodded. "A whole school. Literally. We need your help, and it looks like you could use ours."

"This isn't a daycare center," Tony informed him. "I don't think your school could be much of a help."

"Oh really?" All of a sudden, the man had claws. Long silver claws that came out of his knuckles.

The Avengers were speechless. Well, Tony wasn't, obviously, because he's Tony Stark. He always has something to say. "Nice claws, Edward Scissorhands. Why don't you put those away before somebody gets hurt, okay?"

"You're a mutant," Natasha said. It wasn't a question.

"Yeah, I am. And you're a S.H.I.E.L.D agent. I'd rather you keep quiet, okay? Government and mutants don't mix very well." He glanced around at the group and finally put his claws away. "You can call me Logan. Or Wolverine. I really don't care. Anyway, Loki attacked our school. He brought Magneto with him. The two are in league, and highly dangerous. They compromised one of our closest—and most deadly—friends." He turned to Clint and Natasha. "Do either of you S.H.I.E.L.D agents have files on Scott Summers?"

Clint nodded. "We have files on all of you. S.H.I.E.L.D has kept a close eye on you."

Logan snorted. "I don't like the sound of that."

"Don't worry. Director Fury has no intention of taking any of you down. He has teams of agents that work to keep those with less than good intentions off your trail," Natasha reassured him.

"Good. I'd rather not be on bad terms with any of you. If we're going to make this work, we need to—"

"Make what work, exactly?" Tony asked. "Are you suggesting the Avengers team up with the X-Men?"

"That's exactly what I'm saying," Logan said.

* * *

**Disclaimer: I don't own the Avengers or the X-Men. They own themselves. To say that I own them would be tantamount to indentured servitude or prostitution, depending on what state you're in. I don't own that quote either! Iron Man 2 does. Well, the movie doesn't own it, technically. Tony Stark does. And I do not own Tony Stark, so there you go.**

**AN: Congratulations. You just got the first taste of the X-Men/Avengers assembly. The next chapter will focus more on the assembling and I might add some plot twists depending on how diabolical I'm feeling that day. Hope you enjoyed! Send me your lovely reviews, and I shall update faster depending on my schedule! Love you all!**


	7. Chapter 6: Speculation

**Chapter 6: Speculation**

**Sorry, guys. I've been suffering from severe Writer's Block lately and have had trouble finding motivation to continue. I've only seen the X-Men movies once, so hopefully I'll be able to do a satisfactory job on this story. It's fun to write. I just hope I'm the right person to do it.**

**Ghost Rider of the Aragon: I did it for you! :D**

**The Madrigal: :)**

**birdy: Will do!**

**KuroRyuKiba: Thanks!**

* * *

It wasn't long before Storm joined them with the entire school accompanying her. The students were fine, but there were a variety of emotions within the mass. Some were ready to fight, and others were calmly strategizing in their minds. Most of them, however, were anxious. They didn't like this sudden change, and though Stark Tower is a fascinating place, they preferred the school where they could live their everyday lives.

"They're distressed," Storm murmured to Logan. "They need a place to sleep."

"I can take care of that," Tony said. "I have plenty of guest rooms."

"I don't suggest any of them sleep alone," Logan warned.

Storm nodded. "Right. We need to divide them into groups and have an adult sleep in a room with each group."

"Once they're settled, we'll talk," Logan assured the Avengers. "We've got a lot to cover."

It took a while to get all of the students situated, but once they were semi-comfortable, they were out like lights. The sudden change of schedule and flight from the school had exhausted them, not to mention that they were interrupted while sleeping. The Avengers, Logan, Storm, and Rogue stayed up and gathered in the living area. Tony urged them to get comfortable, because Logan was right; they had a lot to cover.

"So," Tony said once he had gotten hot chocolate for everyone that wanted it, "where do we start?"

"Tell us everything that happened at the school," Natasha prompted the three guests.

Rogue started by explaining that Logan and Storm had gone searching for Scott a long time ago, but they thought him dead at Jean Grey's hands. Natasha and Clint nodded, knowing this because S.H.I.E.L.D had marked him deceased in his files. Logan then described the battle where Magneto had lost his powers, which the S.H.I.E.L.D agents also knew, of course.

Storm told the group about Scott's mysterious return. "It was definitely him, but he seemed…different. He definitely wasn't the Scott I knew. While he could probably fool those who don't know him very well, I could see that something was wrong. When Logan came down, I gave him the signal to evacuate the school immediately." She briefly told them about the battle and her narrow escape. "Loki commented that my powers would be useful. I knew he wanted to control me like he did to Scott, so I had to get away. I don't want my powers to be used against anyone."

"So you met up with Logan and fled here?" Steve prompted. Storm nodded. "That was a good move. We defeated Loki before, and we can do it again."

"Likewise, we defeated Magneto before, and we can do it again," Logan reasoned.

"Going to the school was no accident," Thor said. "They intended to control all of you."

"The question is why. Why would they want an army of mutants?" Clint asked, trying to piece the puzzle together. "World domination is a little too cliché if you ask me."

"Let's take a moment to consider what we know about both of them," Tony suggested. "Let's start with Loki."

"He thinks himself the rightful king of Asgard and Midgard," Thor started. "He believes he is above all mortals."

"He told me to kneel," Storm said, "so he must think he has a rightful place above everyone on Earth."

"World domination is definitely his play," Natasha concluded.

"But why would he want an army of mutants?" Clint asked again.

"He teamed up with Magneto. The army of mutants was probably his idea," said Logan.

"There's a red flag right there," Steve jumped in. "Another thing we know about Loki is that he doesn't team up with anyone. He is his own man. If he wants to rule the world, I'd be damned if he wanted to share the power with anyone. So clearly he's using Magneto's resources to get some kind of imaginary throne."

"Let's talk about Magneto for a second," Rogue suggested. "He's not the type that wants to rule the world. He just wants it free of humans."

"He believes in mutant superiority," Storm agreed. "He's never really had any ambition to dominate the mutants, though he has used some as pawns in the past. He's a good speaker and leader, so naturally he'd be the one to lead a revolution against humanity."

"He probably figured he'd use Loki to start it," said Logan. "I mean, think about it. The guy is a god. He has powers that are literally out of this world. I'm sure Magneto has a plan cooked up to use Loki's powers to 'convince' mutants to join his forces. Once his army is big enough, it'll be a full-out war on humanity."

"Loki is not a mutant," Natasha pointed out. "If Magneto wants a mutant-only world, then Loki can't be a part of it."

"Exactly," Logan said, "because Magneto doesn't _plan_ on letting Loki be a part of it. He wouldn't approve of Loki ruling the world, so what would he do? Dispose of him."

"But that could go both ways," Thor chipped in. "My brother would want to rule alone, so he would probably attempt to dispose of Magneto to ensure that he is the dominant figure and no one will stand against him."

"This is complicated," said Steve, sounding confused.

"Not at all," Tony said thoughtfully. "Both of them have goals in mind. Magneto wants a human-free world and Loki wants to rule the world. Neither of them was successful in their ambitions alone, so they both decided that working together might be the best way to go. They probably had to compromise since Loki wants to rule everyone—mutant and human alike—and Magneto wants no humans at all. So they probably concluded something along the lines of assembling a mutant army to eliminate humanity, putting both of them on a pedestal when they win. Only their agreement probably won't stand, because they will both try to overthrow each other."

Storm nodded approvingly. "That sounds about right."

"Loki has the upper hand, I'd say," Clint offered. "It's his scepter, so he ultimately has control of the army. He'll probably want to use the army to destroy all resistance, like the Avengers and S.H.I.E.L.D. Then he could turn the army on Magneto, possibly control Magneto himself, and then take over the world by taking down world powers. There you go. Loki wins."

"Don't underestimate Magneto," Storm warned. "He's very resourceful, and his abilities make him dangerous."

"Let's not have a my-villain-is-more-dangerous-than-your-villain war, please," said Tony.

"Tony's right. It doesn't matter which villain would win. What matters is that we know how they're thinking and we've figured out their plot. Knowing is half the battle," Steve stated. "Now we need to make a plan of attack." He turned to Tony sharply. "Don't say our plan of attack is just to attack, because we need a strategy here."

"We've got one. Look, it's easy. We have a lot of mutants here, plus the six of us. We're a pretty formidable force, and it looks like they've just got Scott right now," Tony reasoned. "So we go in there, kick butt, and toss both of them into max security. Boom. Shawarma time."

"You say that they've _just got Scott_ as if the guy isn't a one-man army in himself," Logan jumped in.

"He's a good person," Storm added quickly, "but if his power is in the wrong hands, it can be chaotic. We can't just run in there and expect to win a battle against them. We have no idea who they've recruited by now."

"But we have to act before they recruit more," Tony argued. "We can't just sit around and debate about what we're going to do. They're probably out there _right now_ getting a team together while we talk amongst ourselves."

"Good point," Clint said. "I don't know about you guys, but I'd like some action right about now. My hands are itching to get an arrow in Loki's eye socket."

"I say we launch an attack first thing in the morning," Tony proposed.

"But they've got Scott," Storm objected.

"Oh yeah?" Tony's eyes sparkled. "We have the Hulk."

* * *

**Disclaimer: I don't own the Avengers or the X-Men. I also don't own the Avengers reference at the end. Well, technically that probably goes under the "I don't own the Avengers" bit, but I wanted to be safe. Don't judge me. Better safe than sorry. I don't want to be sued, so there.**

**AN: Yeah, I know. This chapter was probably pretty boring. The discussion stuff. Well, it's over now, and the action begins soon, so buckle up and get ready for the ride of your life! …Wow, that sounded so corny. Okay, until next time! Read and review! :D**


	8. Chapter 7: Some Assembly Required

**Chapter 7: Some Assembly Required**

**Here's another update! I'm working on another new story that I probably won't post until I finish this one, so keep an eye out for "Mischief in Time and Space" (Yup, you guessed it, folks—The Doctor is indeed involved!)**

**Ghost Rider of the Aragon: Hmm…I can't help but wonder the same thing. I have other plans for Cyclops, though, as you'll see in this chapter.**

**Silvanna Nightlight: Ooh, good idea. I might bring him in. That'd add some tension, definitely, when they find out who his mom is. I just hope I can portray him correctly. I've only seen the movies once, so hopefully I can do his character right. He's a pretty cool character and I'd hate to mess him up. Maybe that's just me being obsessive about character development…**

**Cretha Loesing: Always!**

**Elena Gilbert 14: Thanks!**

**Guest: I wish I knew who you were, but I'm glad you like my stories! :)**

* * *

"Don't drag me into this, please," Bruce pled, looking very uncomfortable.

"You have to fight with us, Bruce," Tony urged him. "The Hulk is the most formidable force there is. We need you if we're going to win this war."

"Who says it's a war?" Steve asked, looking concerned.

"It's not a war. It's an arrest," Natasha reasoned. "We go in there, stop them, arrest them, free the ones that are controlled, and there you go."

Tony stood up. "I don't know about you guys, but I'm suiting up. It's time for some action. Who's with me?"

Clint jumped to his feet a little too quickly. "I am. We need to show those bastards that the Earth isn't going down without a fight."

Thor stood up as well. "Aye, that was well said friend Barton. Loki is my responsibility, and I will stand to the end if that is what it takes to subdue him."

Natasha followed their lead. "Clint's my partner. If he goes, I go."

Logan was next. "Come at me, bub."

Banner sighed reluctantly and joined the circle. "I suppose if it's for the best, then the other guy is in."

Steve definitely didn't look like he wanted to fight right now, even though his entire body itched for some action. He could get it by working out, but obviously his friends needed him, and he was _not_ going to be left behind in this. Finally, he stood up. "I really don't agree with jumping right in, but it looks like majority wins, so I'm in."

Storm was the last to stand. "For the students."

"For Professor X," Logan put in.

"And for Scott," both Logan and Storm said at the same time.

Rogue watched the Avengers and remaining X-Men assemble, feeling slightly guilty that she couldn't join in. Ever since she'd given up her powers, she didn't exactly feel useful to the mutants of the world. She felt as if she had a big red target on her chest, because now that she was human, she had etched herself onto Magneto's death list. She couldn't help save the world and all she could do now was watch quietly.

"Let's suit up," Tony announced. "JARVIS, deploy the suit, please."

In one swift movement, the suit flew to Tony and attached itself to his body. While this went on, Thor gripped his hammer, Clint gathered his archery weapons, Natasha charged up the Widow's Bite, and Steve left to get dressed into his Captain America uniform. Bruce just kind of stood there, feeling helpless. Logan and Storm went to different rooms to get dressed into their X-Men uniforms. Before long, everyone was ready to go.

"X-Vengers, assemble!" Iron Man shouted.

* * *

"Guys, good news," Iron Man said from the air. "JARVIS located Loki and Magneto's base."

"So we just need to infiltrate it, take them down, and that's it?" the Black Widow asked.

"Yep, that's it," Iron Man replied.

It was not long before the Avengers and X-Men arrived at the base. Everyone was wary, yet eager to fight. The Black Widow got them in easily, and they were soon walking right down the corridors to the villains' lair. There was no opposition, which seemed odd to Hawkeye, who was starting to have doubts.

"Um, guys? Don't you think it's a _little_ weird that we're getting in so easily? There's no security, no guards, no opposition…nothing. They're just letting us walk right in. Did it occur to any of you that this might be a trap?"

This, of course, got the others thinking. Iron Man was the only one that still seemed confident. "Don't worry so much. If there was anything off about this, JARVIS would detect it. J, can you locate Loki and Magneto? Tap into all the cameras. Everything you can find."

"They are not here, sir," JARVIS informed him.

Hawkeye frowned, then realization hit him at the exact moment that a blast of red energy whizzed by them. "Guys, this isn't a trap! It's a distraction!"

"The students!" Storm was suddenly very worried. "No one is protecting the students!"

Scott stepped out, blocking the way they had gone through.

"Scott!" Storm looked upset.

"I think I know how we can free him," the Black Widow murmured.

"Free me?" Scott laughed. "I've already been freed. Magneto and Loki have opened my mind to wonders that you couldn't possibly imagine. Soon, you're minds will be opened as well."

"Scott, you have to snap out of it. You have to _fight_ it. I don't want to hurt you, but if it means getting back to the students, then so be it," Storm warned him.

"If you want a fight, then a fight you'll get," Scott said coolly and prepared to blast her. Before he could, however, he was suddenly knocked to the ground by a flying kick from the Black Widow. She then grabbed his shoulders and slammed his head into the wall, knocking him out.

"What was that for?" Wolverine demanded.

"You're welcome," the Black Widow muttered.

"Cognitive recalibration. Nice one," Hawkeye said approvingly.

"Come on, we have to get out of here," Captain America said. "The students are vulnerable without our protection."

"Don't worry, they're good at fending for themselves," Wolverine assured them. "They're mutants. It's in their blood."

"Anyway, security is tight in my tower," Iron Man added. "There's no rush."

"All the same, I still feel like something's off," Hawkeye cautioned.

"Come on, Thor, let's take the skies," Iron Man told the thunder god.

"Aye, let's go."

* * *

Before long, everyone was in the transport except for Thor and Iron Man. Storm was bent over Scott, waiting quietly for him to wake up. Wolverine sat nearby, prepared to unsheathe his claws if Scott tried to attack them, but he seemed so peaceful in the unconscious state that he doubted the claws would be necessary.

They were halfway there when Scott stirred. "Storm?"

"I'm here," she assured him. "How do you feel?"

"Fine," he answered. "My head hurts, though."

"Don't try to get up just yet," Bruce warned him. "You were hit very hard in the head. You need to rest. Can you remember anything?"

Scott tried to think back, but it was difficult because everything that happened after he met Loki by the water was blurred in his mind. After a moment, though, he shot into a sitting position. "The students!"

"What about them?" Wolverine asked, alarmed.

"Distraction…I remember now. I was a distraction. All of you were supposed to come to the base so Loki and Magneto could get all of the students. They ordered me to put up enough of a fight to keep all of you there as long as possible. I couldn't fight it…They had complete control…I couldn't even think for myself…" A worried look crossed his face. "Storm, did I kill anyone?"

Even though she could not see his eyes, Storm knew how concerned he was. "Not that I know of. Don't burden yourself with that. Everything you said and did wasn't your fault. It was theirs," she replied gently.

Scott wasn't completely convinced, but he knew he had to put it behind him if he was to help save the students. "You need to hurry. The plan is already in motion."

"Uh, guys?" Iron Man's voice came over the radio in the transport. He had gotten there first. "We have a problem."

"What is it?" Hawkeye, who was piloting, asked.

"The students…they're _gone_."

* * *

**Disclaimer: I don't own the Avengers, X-Men, or the concept of cliffhangers. I don't know who invented cliffhangers exactly, but it wasn't me. I just use them whenever I want.**

**AN: CLIFFHANGER! Any suggestions for what should happen next? I take suggestions very seriously, so throw them my way! Which basically means you have to review. So yeah. REVIEW!**


	9. Chapter 8: Internal Conflict

**Chapter 8: Internal Conflict**

**Here's a little update on the villains' whereabouts. Sorry once again that I haven't updated in a while. Been busy and such, plus trying to think of how to continue this fic. I could use some ideas if any of you can offer some! Please and thank you!**

**Ghost Rider of the Aragon: Oh, yes. So much epic!**

**Cretha Loesing: Ooh, good idea. Your review inspired this chapter, so thanks for that! It looks like you're not the only one interested in a conversation of sorts between Storm and Thor, so I shall make it so!**

* * *

"The plan worked perfectly," Magneto announced. "Almost a little _too_ perfectly. These Avengers are no trouble at all."

"Do not underestimate them," Loki warned. "They were fooled this time. They may or may not be fooled again."

"Either way," Mystique said, "we fooled them this time. That is what gave us the upper hand, and that is the focus at the moment."

"Tis a shame that we lost Cyclops. He was a powerful asset," Loki said, surveying the cluster of nervous students assembled in the other hidden base—the one the Avengers and X-Men didn't go snooping in. "Looks like we'll have to line them up one by one and add them to the ranks."

"Will we give them a chance to join willingly?" Magneto inquired.

Loki shook his head. "Too risky. We do not need anyone turning on us. If any of these students join willingly, it will likely be out of fear, and we do not need fear in an army. I say we control all of them." When Magneto looked displeased by this, he added, "Perhaps we can set them all free when the war is over."

Magneto nodded. "Very well. Carry on." After a brief pause, he said calmly, "Come out, Rogue. I know you're in there."

Rogue lifted her chin. "I'm right here," she said.

Magneto turned to Loki. "A human, once a mutant but injected with the accursed cure like I was. You must restore her powers and take control of her. She would be a worthy asset to the army."

Loki never takes orders, but Magneto's suggestion made sense, so he did not argue. "You are first, then," he decided. When Rogue stepped forward, Loki placed the tip of the scepter on her chest and allowed her powers to activate, making her a mutant once more.

Rogue grinned. "Oh, you _really_ shouldn't have done that," she whispered, grabbing Loki's scepter and yanking it out of his hands. Loki, caught off guard, didn't have a chance to react before Rogue grabbed his arm, feeling his powers rush into her. She'd always hated doing this because in the past, it had hurt those she cared about. But Loki was a villain, and he deserved to have his powers sucked from him. Rogue kept telling herself this over and over. _Loki is evil. He is a villain. He deserves this._

Loki, meanwhile, felt himself gradually weakening. As a god, he possessed durability that those of Midgard did not, but the process was still painful. He was slipping away and wondered for a fleeting moment if he would die. "Magneto…help me…" He _hated_ being weak and _hated_ calling for help, but what choice did he have?

Magneto used his powers to lift a large metal object and hurl it at Rogue. Rogue, unfazed, held up her free hand to bat it away, using her new godly powers to her advantage. "Let the students go, or Loki dies." Her eyes glittered dangerously. "You know that you can't destroy all the humans without his magic, right?"

"You're taking his magic," Magneto pointed out.

"Oh, it'll restore itself in time. But the longer I hold him, the longer it'll take. If I hold on long enough, he'll either die or lose his power forever. So what'll it be?"

Magneto gazed at Loki, who was getting weaker by the minute. He couldn't possibly let these students go. "And what will you do if Loki dies?" he asked.

Rogue shrugged. "I'll probably go after you next." She enjoyed the feeling of growing in power. The magic coursed through her veins, making her stronger as Loki was sapped of his very essence.

Magneto had to think fast. Rogue had the upper hand. If he let Loki die, then the plan would crash and burn. The students were not under his control yet, so Rogue would win either way and Magneto himself would be killed or trapped in plastic for the rest of his life. "Kill him," he said, calling her bluff. "I dare you."

Rogue let go of Loki then and there. "You know I wouldn't kill anyone," she said flatly.

Loki felt a rush of relief as the pain disappeared, but he still felt so weak and powerless. He glared up at Magneto, knowing that the man had bargained with the trickster's life, and he would pay dearly for it.

While Rogue and Magneto stared each other down, Mystique slowly pulled out a gun and, without warning, shot the young mutant in the leg. Rogue, distracted by her injury, was not fast enough to escape from Magneto as he used his power to build a small metal prison around her, leaving only her head exposed.

"As soon as Loki's powers are restored, you will be mine," he said calmly.

"Oh?" Loki seethed. "What makes you so certain I will help you after you allowed an attempt on my life?"

"I knew she would never kill you," Magneto explained coolly. "You do not know her like I do. She is dangerous, yes, but not a cold-blooded murderer."

Loki hated Magneto at this point because he seemed to think himself superior. He had already planned on disposing of the mutant as soon as the situation called for it, but that time was not now. Loki still needed the mutant army, and since he did not have the power to control them at the moment, he had to depend on Magneto for the time being. Once his powers were restored and the army was his to command, then maybe he could cut ties with Magneto. Until then, he was stuck with him. Hopefully he wouldn't have to kill his ally, because he would love to see both Magneto and Mystique kneel before him.

All of this flashed through Loki's mind in a matter of seconds. Magneto seemed to want a response, so Loki simply smiled. "Yes, of course. It appears the plan will be temporarily suspended until my powers are restored."

Magneto nodded. "We will wait, my friend." Though now would be the perfect time to take Loki down, the action would be foolish considering the students were not controlled yet. Magneto couldn't help but wonder what would happen to the mind-control if Loki were to die. He would certainly kill Loki in the end because non-mutants did not belong in the perfect world. But once Loki is dead, would the mind-control break? Magneto knew he couldn't trust Loki, so he had to stick by him for the time being. What else could he do? Loki likely controls his victims to be loyal to him alone, so if he was killed and the spell did not wear off, then Magneto would have an army of mutants attacking _him_. That certainly would not do. This plan was getting harder and harder to pull off.

While the two villains secretly plotted against each other, Rogue stood perfectly still in her encasement of metal, trying to think of a way out of this. Loki, though strong, would not be strong enough to break this prison, so the absorbed powers were probably useless. She had to get away somehow and rejoin the Avengers and X-Men, but how? She didn't have much time before Loki's powers faded out of her, so she had to think fast. It wasn't long before an idea hit her, though, and she really hoped it would work. Shutting her eyes tightly, she focused on being somewhere else—Stark Tower, for instance. Concentrating hard, Rogue suddenly felt the metal encasement disappear. When she opened her eyes, she was in the main room of Stark Tower.

She'd made it.

* * *

**Disclaimer: I don't own the Avengers, X-Men, or the concept of villains plotting to destroy each other. I mean what is **_**with**_** that? A beautiful alliance always spoiled by determination to dominate the other. Give me a break.**

**AN: Don't worry; the Storm-Thor thing will come soon. I'll find a way for those two to interact sometime in the future. In the meantime, I could use some ideas for an epic climax and ending for this, so if anyone has any ideas, don't hesitate to PM me or write a review! REVIEWS ARE BEAUTIFUL SO KEEP THEM COMING!**


	10. Chapter 9: Assemble Once More

**Chapter 9: Assemble Once More**

**Sorry, guys. I guess I'm just getting distracted from this fic because I'm so obsessed with Hetalia now. I don't believe in starting a fic without finishing, so of course I will, but I apologize for the update coming so late. I'm probably going to end this fic soon because I'm losing motivation due to another fandom calling my name.**

**Guardian of Winter: Those are all fantastic ideas! I'll definitely use one or two of them. I won't say which ones (insert "Spoilers!" in River Song's voice here) but I'll toss a disclaimer your way when they pop up!**

**Ghost Rider of the Aragon: Aw man I didn't know that.**

**Emeralddragon12: That's a good point, and now that you mention it, yes, I think I will use that. I read somewhere that Magneto cannot lift the hammer (Mjolnir), but he can control it once it is off the ground.**

**lulu2613: I'll try to bring Mystique in more. :) Phoenix probably isn't coming back, but I'll put some more focus on Mystique.**

**Guest: Yeah, I can see that. I'll see if I have time to implement some Rogue friendships in there.**

**Guest 2: Thanks! I love the flowers! ^_^**

**Mrs Capt Jack Sparrows: Trust me, I know. My favorite stories are Reformed Loki stories, and I know very well how much emotional pain Loki suffers. Don't worry, you won't be disappointed.**

**Demon Flame: Thanks! Here's an update! Hope you like!**

* * *

"Rogue?"

Rogue couldn't have been happier to hear Logan's voice speaking her name. "Logan…They have the students." She was lying on the ground, surrounded by the Avengers, Scott, Logan, and Storm.

"Give her some space," Logan told the others, reaching his hand to take hers and help her up.

Rogue pulled her hand away. "No, don't touch me. My powers…they're back. Loki gave them back."

Logan's gaze turned sympathetic. "I'm sorry, kid. I know how much being a normal human meant to you."

Rogue shook her head. "No, I…I think this is for the best. The X-Men and Avengers are going to need me if we're going to get the students back and save the world."

"So you were there with them?" Storm asked. "Is there anything you can tell us?"

Rogue stood up and told them everything that had happened at the base. "Magneto and Loki aren't exactly getting along," she concluded. "When Magneto called my bluff, Loki was angry that he was willing to gamble his life. Loki is weak for now, so we might have a chance to go in there and take them down."

"Then what are we waiting for? Let's suit up!" said Tony. "We don't have much time."

"Are we going for a surprise attack, or full force?" Steve asked.

"They'll be expecting a sneak attack," Scott offered.

"Then we throw everything we've got at 'em and see what happens," Clint said simply.

"Basically, yeah," Tony said. "Come on, guys, suit up! You too, Rogue."

Rogue nodded seriously, knowing they would need her in this one. She hated the idea of fighting the students, so maybe they could take Loki and Magneto down before Loki's powers restored and thus led to him taking control of the students.

Before long, everyone was suited up and ready to go. "Rogue, do you know where their secret base is?" Storm asked her.

Rogue shook her head. "I used Loki's powers to teleport here. When they took me and the rest of the students, they put us in a windowless room in the transport. We didn't get to see how to get there."

"Just in case one of you escaped," Iron Man murmured. "Good thinking. But that doesn't get us anywhere closer to their base."

"I think I know where it is," Scott said. "They didn't want me to know where it was because they knew I might not stay under their control, but I overheard them discussing it. It's a faded memory, but I'm pretty sure I can take us there."

"Let's head out, then," Iron Man said.

* * *

Mystique sat at the computer, gazing at the screen. She didn't particularly like being on security duty. She was supposed to be part of the team, but lately she felt like the third wheel. Magneto had promised her from the beginning that Loki would be overthrown and she and Magneto would be the heroes. Seeing what happened with Rogue reassured her a little bit that the plan was still in motion, but she hated how long it was taking to get rid of Loki. She didn't appreciate being replaced by an alien.

_He's not replacing you,_ she thought to herself. _Loki is temporary. Loki is a pawn._ As she thought this, she almost missed the security breach on the screen, but nothing gets past Mystique. Her quick gaze found the Quinjets with the trademark Avengers symbol on them. _Idiots,_ she thought. They were basically announcing their arrival. _I guess I'd better tell Magneto. Hopefully Loki's Stick of Destiny is working again so we have a fighting chance._

"Magneto," she said, entering the main room, "we've got company."

Magneto turned abruptly. "What?"

Mystique did not like the harsh way he snapped at her. "The Avengers and X-Men are parading in like a herd of wild buffalo. I could detect them from miles away."

"We're not prepared for a fight," Magneto said, turning to Loki.

Loki shrugged. "My powers are nearly restored. I'm sure we can take them down."

Magneto sighed. "This war isn't just with the Avengers and X-Men. It's with all of humanity. If we lose this battle, we lose everything."

"Then we just need to make sure not to lose, then," Mystique said calmly.

"Do you have anything in mind?" Magneto asked wearily, massaging his temples with his pointer and middle fingers.

Mystique nodded. "Actually, I do." Right before their eyes, she morphed into one of the students. "I can distract them while you get out of here. I can even lead them in the wrong direction."

Magneto looked relieved. "Yes, please do that. Hurry." He then turned to Loki. "We need to leave."

"What's the hurry?" a new voice asked. There, blocking one of the doorways to the base, was the Wolverine. "I was hoping you'd stay long enough for a quick chat. It's called my-claws-make-social-interactions-with-your-face. Don't you want to stay for that?"

"Mystique, you said they were miles away," Magneto hissed.

"Yeah, not really," Iron Man butted in before Mystique could say anything. "Those were decoys, see. We've been here for about ten minutes now."

Loki looked around uncertainly and locked eyes with Thor. The brothers stared at each other a long time before Loki got shakily to his feet and picked up his scepter. "Magneto, the students are not under our control yet. They will likely fight us."

"Then a fight they will get," Magneto said. "I'm not giving up."

Loki didn't want to give up either, but he was growing tired of fighting and losing all the time.

"This is your last chance," Captain America announced. "Surrender or fight."

In response, Magneto used his powers to crush Iron Man's suit onto his body, lift him up, and fling him into a wall. "I choose option three: defeat all of you and destroy humanity!"

"So be it!" Thor shouted, summoning lightning with Mjolnir. Storm then took the lightning into her hands and blasted it down at the villains below, weakening them with electrocution. Both the thunder god and the mutant gazed at each other with mutual respect before leaping back into battle.

Magneto threw large metal objects at his attackers and manipulated the fight in any way he could, and Loki summoned all of his godly strength to keep the attackers at bay. Logan launched himself at Magneto, who caught him midair as he always did.

"Foolish," Magneto sneered. "Will you ever learn that I can destroy you with your own body?"

"Not today!" Rogue grabbed Magneto from the back and started absorbing his powers.

"Get off me!" he shouted.

"Surrender, and I will," Rogue offered.

"Never," Magneto said through his teeth. "You would not kill me."

"Of course I wouldn't," Rogue agreed. "But I'll bet this hurts like hell, and it will _keep_ hurting like hell until you surrender."

"I give up…" Magneto gasped out. "I can't…I…"

Rogue let go. "Now for Loki."

Loki was in a one-on-one battle with Thor. Thor was swinging his hammer and Loki strategically using his scepter. Loki said something incoherent, and Thor responded with, "I do not want to kill you, brother!"

"I don't want to fight anymore," Loki said through his teeth.

"I don't believe you," Thor responded. "I refuse to fall for your tricks!"

"You don't believe me?" Loki dropped his scepter on the ground and ducked as Thor swung his hammer at him. "How about now?" Thor realized then and there that his brother was serious. "It is done. I tire of this. Can we go home now?"

All at once, the room was silent. "We won," Wolverine said quietly.

"That's because we had strategies on our side," Captain America said, helping Iron Man up.

The X-Men and Avengers were speechless for a while. Their time together as a team had been short, but even so, they had been through plenty. All that was left to do was give Magneto the "Cure" again, lock him up, and let Thor handle Loki's fate. The god of mischief was strangely quiet, as if many things weighed on his mind. Perhaps Thor would be able to unknot the many emotions that Loki suffered, and perhaps even Erik could be saved.

Only time could tell.

* * *

**Disclaimer: I don't own anything in this fic that pertains to the Marvel Universe. I also don't own any of Guardian of Winter's ideas (aka Rogue's actions in the battle).**

**AN: Geez, sorry, guys! I know I ended this kind of prematurely, but I got so bored that I couldn't see myself writing it for much longer. Please don't hurt me! I hope you enjoyed the ending anyway…**


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